What information do we need to incorporate a new ApS in Denmark?
This blog describes what information we need to incorporate a new ApS in Denmark.
An “ApS” is a Danish limited liability company structure.
The long version in the Danish language of “ApS” is “Anpartsselskab”.
This is the most common type of limited liability company in Denmark.
1: Company name
You need to decide on a company name before you incorporate the ApS.
The company name should end with “ApS”, an abbreviation of “limited liability company” in danish.
There are no rules regarding the company name itself, and you need to ensure that it is not in use already.
You can check the company name in the Danish Business Registry yourself.
There is an English version of the website as well.
The link to the Danish Business Registry you will find here:
Also, we recommend you check if a website domain currently uses the preferred company name since that could indicate that someone else is already using the company name. We recommend our clients to use Simply – but you can, of course, use any domain service provider of your own choice:
2: Company address
You will need a company address in Denmark to incorporate the ApS.
If you do not have a company address already, we have found a few virtual office address companies that you can use.
Just contact them and inquire about their pricing.
Say that you need an address for the company that can be used for the company registration.
We have gathered four links for you here:
Some clients use their private address in Denmark as the company address, which is only relevant for Denmark residents. Even though The Danish Business Authority normally accepts this, it is not officially allowed.
So you might experience problems with this later.
However, we very rarely see any issues with this.
3: Identification of shareholders and management
We need to identify shareholders that own or control 25% or more of the company and the management of the company.
This is due to the EU’s anti-money laundering (AML) legislation.
In general, there are four different types of participants in a danish limited liability company:
If a non-resident individual will own a 25%, or larger, shareholder stake in the ApS, or if a non-resident individual will manage the company, then we need the following information and ID from each non-resident shareholder and manager:
– TIN-number (tax ID number)
– National ID number
– Scan of passport
– Scan of driver’s license or other picture ID
– A utility bill or a private bank statement stating the person’s name and private address
If a resident individual of Denmark will own a 25%, or larger, shareholder stake in the ApS, or if a resident individual of Denmark will manage the company, then we need the following information and ID from each resident shareholder and manager:
– Yellow danish health insurance card
If a non-resident company will own a 25%, or larger, shareholder stake in the ApS, then we need the following:
– A company extract from the local business authority (max. three months old)
– Articles of Association
– Articles of Incorporation (Memorandum of Incorporation)
– Ownership log
– ID on shareholders and management (see ID requirements for individuals above)
Please note that all company documents should be translated into English.
If a resident company will own a 25%, or larger, shareholder stake in the ApS, then we need the following:
– A company extract from The Danish Business Authority (“Registreringsbevis”)
– Articles of Association (“Vedtægter”)
– Articles of Incorporation (Memorandum of Incorporation) (“Stiftelsesdokument”)
– Ownership log (“Ejerbog”)
– ID on shareholders and management (see ID requirements for individuals above)
4: Board of Management
An ApS does not require a Board of Management.
However, you can choose to have a Board of Management.
If you want to have a Board of Management, then we need the names of all the members.
We recommend not having a Board of Management in small companies since it will often be the same people on the Board of Management and in the management.
An ApS can have one or more managing directors.
A director does not have to be a resident of Denmark.
– The names of the director(s)
If the company will have more than one director, then we also need to know if one director can sign on behalf of the company or if all the directors need to sign in conjunction.
6: Ownership log
An ApS can have one or more owners.
The owners can be either individuals or companies.
We also call the owners “shareholders”.
The ApS is required to keep an Ownership log of who owns the shares in the company.
We need the following information from you:
– How many shares do you want in the ApS?
We recommend that each share has a value of 1 DKK. That way, if the equity is 40.000 DKK, there will be 40.000 shares to divide between the shareholders.
– Names of the shareholders
– Nominal value in DKK of the shares owned by each shareholder (f.ex. 40.000 DKK)
– How many shares does the shareholder own (f.ex. 40.000 shares)
If you are the sole shareholder in the company, and the equity is 40.000 DKK, then you own a nominal value of 40.000 DKK and 40.000 shares in the ApS.
7: Date where you want to incorporate the ApS
We need to know what day the company will start activities.
You must register the company from when you start having expenses or sales.
8: VAT registration
We need to register the company for VAT if the annual revenue (sales) is expected to exceed 50.000 DKK.
If your revenue is less than 50.000 DKK per year, you can wait to register for VAT.
But then you will also lose the ability to claim VAT refunds.
Almost all companies need to register for VAT.
Only a few types of companies are not required to register for VAT.
Mainly it is companies involved in either healthcare or education since these can sell VAT-exempt services.
Please ask us, if you are not sure, if VAT applies to your company.
NB: Be aware that the VAT registration usually falls into place 1-2 weeks after incorporating the ApS. Sometimes the tax office will ask questions before approving the VAT registration. If so, you will receive a letter by post.
9: Employer registration
If you expect to have employees, then the company has to be registered to have employees.
If you are the only person working in the company and do not require a salary from the beginning, you do not have to register as an employer at first.
We can always add the employer registration later.
10: Import registration
We must register the company for import if you expect to import goods from outside the EU to Denmark.
Once the company is registered for import, you will receive an EORI registration number used in the EU to identify you as an importer.
During the import registration process, we need to consider how you want to pay import duties.
Most companies choose to pay import duties using a credit scheme offered by the tax office.
We will ask you for more details about this when relevant to the registration.
11: Export registration
We need to register the company for export if you expect to export goods from Denmark to countries outside the EU.
Please note that if you are registered as an importer, it makes good sense to also register as an exporter if you need to return goods since this is considered an export.
We need a small description of what activities the company will be involved in.
The description is public, so keep it short and precise.
One or two lines are enough.
It could be like: “The scope of the company activities is to provide consultant services.”
Based on your description, we will find a matching 6-digit activity code.
You are also welcome to try and find your activity code using this link here:
13: The general fiscal year and the first fiscal year
We need to know what general fiscal year the ApS will use.
We recommend following the calendar year (1.1-31.12).
The first fiscal year can be up to 18 months long.
If the company f.ex. starts on 1 July 2023, and the first fiscal year can end on 31 December 2024.
It will save you the cost of an annual report for 2023 if you use the long fiscal year (1.7.2023-31.12.2024, 18 months).
Then you only need to submit the first annual report covering 2023/2024.
14: Share capital
The minimum required share capital for incorporating an ApS is 40.000 DKK.
You can choose a higher share capital if needed.
The initial share capital for the ApS is transferred to the lawyer’s bank account for verification.
Small companies in Denmark do not require an audit if they do not exceed 2 out of these 3 limits during the first year:
4 million DKK in total assets
8 million DKK in revenue
12 employees (average)
Later, the company will only need an audit if two of these limits are exceeded during two concurrent fiscal years.
Despite these rules, you can decide to be audited regardless.
We do not recommend audits for small companies since the cost of an audit is very high in Denmark.
Typically in the range of 25.000-50.000 DKK + VAT per year.
If you want an audit, you need to inform us.
In general, we always register a new ApS without an audit requirement.
NB: Be aware that new audit rules will start in 2023, making audits mandatory for selected industries.
Payments needed before us being able to incorporate the ApS
You will need to make a prepayment of the incorporation costs, which totals:
Price for incorporating an ApS
The fee to Dania Accounting: 3.000 DKK + VAT
The fee to our lawyer: 1.749 DKK + VAT
The fee to the Business Authority: 670 DKK + VAT
Extra compliance fee if non-resident shareholder or director: 400 DKK + VAT
In total for residents: 6.773,75 DKK incl. VAT
In total for non-residents: 7.273,75 DKK incl. VAT
Receiver: Dania Accounting ApS
Amount: 6.773,75 DKK + 500 DKK if non-resident shareholder or director
Reference: (Write the name of the ApS so we can identify the transfer)
Sort code: 2355
Bank account: 6298102135
NB: You receive the invoice from us after the incorporation so the ApS can reimburse the VAT.
Required share capital to incorporate an ApS
The required minimum share capital to incorporate an ApS is 40.000 DKK.
The amount is transferred to the lawyer’s bank account for verification.
We will send the payment details to you when we start the incorporation process since we need to get a reference from the lawyer before you transfer.
The share capital will later be transferred to the company’s bank account once you have opened a bank account for the new ApS.
You can open a bank account after the ApS is incorporated.
The bank account needs to belong to the new ApS.
The bank account can be either a danish bank or a foreign bank (f.ex. Revolut).
The share capital can be used to pay for costs and does not have to be deposited into the bank account.
However, some rules need to be followed regarding what costs you can pay.
F.ex. it has to be company costs – owners are not allowed to withdraw money from the bank account for their private expenses.
Here you will find a series of podcasts we made that cover the most frequently asked questions relating to incorporating a new ApS in Denmark:
Do you need a danish bank account when incorporating a limited liability company in Denmark?
What are the company income and dividend tax rates for limited liability companies in Denmark?
What is an ApS?
Do I need an auditor to audit my annual report?
How do you pay income tax from your employee’s salaries?
How to submit invoices to us for booking?
How to pay VAT, or how to get a VAT refund?
(Last update of this blog: 27.1.2023)